Common use of Environmental Health and Safety Clause in Contracts

Environmental Health and Safety. (a) Each of the Company, the Company Subsidiaries, and their respective predecessors and Affiliates has complied in all material respects with all Environmental, Health, and Safety Laws, and no Proceeding, charge, complaint, demand, or notice has been filed, commenced or to the Knowledge of the Company, threatened against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries and their respective predecessors and Affiliates has obtained and been in compliance with all of the terms and conditions of all Permits, licenses, and other authorizations that are required under, and have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) Except as set forth in Section 4.18(b) of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries has any liability (and none of the Company, the Company Subsidiaries or their respective predecessors and Affiliates has handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in any manner that, could form the basis for any present or future Proceeding, charge, complaint or demand against the Company or any Company Subsidiary giving rise to any liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. (c) All properties and equipment used in the business of the Company, the Company Subsidiaries and their respective predecessors and Affiliates are and have been free from any Hazardous Substance, except to the extent that the failure to be free from any Hazardous Substance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000.

Environmental Health and Safety. (a) Each of The Company and the Company, the Company Subsidiaries, and their respective predecessors and Affiliates has Subsidiary (A) have complied in all material respects with all applicable Environmental, Health, and Safety Laws, Laws governing the Company or the Subsidiary in all material respects (and no Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, filed or commenced or to the Knowledge of the Company, threatened against any of them alleging any such failure so to comply. Without limiting the generality of the preceding sentence), each of the Company, the Company Subsidiaries and their respective predecessors and Affiliates has (B) have obtained and been in substantial compliance with all of the terms and conditions of all Permitsmaterial permits, licenses, and other authorizations that which are required underunder all applicable Environmental, Health, and Safety Laws governing the Company or the Subsidiary, and (C) have complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all in the Environmental, Health, and Safety Laws, except to Laws governing the extent that Company or the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000Subsidiary. (b) Except as set forth in Section 4.18(b) of To the Company Disclosure Letter, to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries has any liability (and none knowledge of the Company, the Company Subsidiaries and the Subsidiary have no material liability (whether asserted or their respective predecessors unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and Affiliates has whether due or to become due), there is no fact or circumstance that with the passage of time, or occurrence of other reasonably foreseeable events would give rise to any material liability, and the Company and the Subsidiary have not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in any manner that, that could form the basis for any present or future Proceeding, charge, complaint or demand against the Company or any Company Subsidiary giving give rise to any material liability) , for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. (c) All properties and equipment used in the business of the Company, Law governing the Company Subsidiaries and their respective predecessors and Affiliates are and have been free from any Hazardous Substance, except to or the extent that the failure to be free from any Hazardous Substance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000Subsidiary.

Environmental Health and Safety. (ai) Each of the Company, the Company its Subsidiaries, and their respective predecessors and Affiliates has complied in all material respects with all Environmental, Health, Health and Safety Laws, and no Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, filed or commenced or to the Knowledge of the Company, threatened against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries its Subsidiaries, and their respective predecessors and Affiliates has obtained and been in compliance with all of the terms and conditions of all Permitspermits, licenses, and other authorizations that which are required under, and have has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (bii) Except as set forth in Section 4.18(b) None of the Company Disclosure Letter, to the Knowledge of the Company, none of the Company or any of the Company and its Subsidiaries has any liability Liability (and none of the Company, the Company Subsidiaries or its Subsidiaries, and their respective predecessors and Affiliates has handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in any manner that, that could form the basis Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint complaint, claim, or demand against any of the Company or any Company Subsidiary and its Subsidiaries giving rise to any liabilityLiability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, Health and Safety Law. (ciii) All properties and equipment used in the business of the Company, the Company Subsidiaries its Subsidiaries, and their respective predecessors and Affiliates are and have been free from any Hazardous Substanceof asbestos, except to the extent that the failure to be free from any Hazardous Substance has not resultedPCB's, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000dibenzofurans.

Environmental Health and Safety. (ai) Each of the Company, the Company Subsidiaries, and their respective predecessors and Affiliates Seller has complied in all material respects with all Environmental, Health, Health and Safety Laws; and (ii) no action, and no Proceedingsuit, proceeding, hearing, investigation, charge, complaint, demandclaim, demand or notice has been filed, commenced or or, to the Knowledge of the CompanySellers threatened, threatened against any of them Seller alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries and their respective predecessors and Affiliates Each Seller has obtained and been in compliance with all of the terms and conditions of all Permitspermits, licenses, licenses and other authorizations that which are required under, and have has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables which are contained in, all Environmental, Health, Health and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) Except as set forth in Section 4.18(b) of the Company Disclosure LetterEach Seller has not handled, to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries has any liability (and none of the Company, the Company Subsidiaries or their respective predecessors and Affiliates has handled or disposed of any Hazardous Substanceof, arranged for the disposal of any Hazardous Substance, or exposed any employee or other individual to any Hazardous Substance substance, material or condition, condition or owned or operated any property or facility in any manner that, that could form the basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint complaint, claim or demand under any Environmental, Health and Safety Laws or otherwise against the Company Business or any Company Subsidiary Seller giving rise to any liability) liability for damage to any site, location, or body of water Leased Facility (surface or subsurface), or for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. (c) All properties To the Knowledge of Sellers, there are no past or present actions, activities, circumstances, conditions, events or incidents under any Environmental, Health and equipment used in Safety Laws or otherwise which could form the business basis of any claim against the Business or the Acquired Assets or against any person or entity whose liability for any claim the Business has or may have retained or assumed either contractually or by operation of law. (d) To the Knowledge of Sellers, none of the CompanyTransportation Equipment has been used other than in compliance with Environmental, the Company Subsidiaries Health and their respective predecessors and Affiliates are and have been free from any Hazardous Substance, except to the extent that the failure to be free from any Hazardous Substance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000Safety Laws.

Environmental Health and Safety. (a) Each of the The Company, the Company Subsidiaries, and their respective predecessors and Affiliates has affiliates have complied in all material respects with all Environmental, Health, and Safety Laws, and no Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, commenced or to the Knowledge of the Company's knowledge, threatened against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries and their respective predecessors and Affiliates has affiliates have obtained and been in compliance with all of the terms and conditions of all Permitspermits, licenses, and other authorizations that which are required under, and have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) Except as set forth in Section 4.18(b) of the Company Disclosure Letter, to the Knowledge of the Company, none None of the Company or any of the Company Subsidiaries Subsidiary has any liability (and none of neither the Company, the Company Subsidiaries or nor their respective predecessors and Affiliates affiliates has handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in any manner that, could form the basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint complaint, claim, or demand against the Company or any Company Subsidiary giving rise to any liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. (c) All properties and equipment used in the business of the Company, the Company Subsidiaries and their respective predecessors and Affiliates affiliates are and have been free from any Hazardous Substance, except to the extent that the failure to be free from any Hazardous Substance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000.

Environmental Health and Safety. (a) Each of the Company, the Company Subsidiariesand its Subsidiary, and their respective predecessors and Affiliates has complied in all material respects with all Environmental, Health, and Safety Laws, and no Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed, filed or commenced or to the Knowledge of the Company, threatened against any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, each of the Company, the Company Subsidiaries its Subsidiary, and their respective predecessors and Affiliates has obtained and been in compliance with all of the terms and conditions of all Permitspermits, licenses, and other authorizations that which are required under, and have has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws, except to the extent that the failure to so obtain and to be in such compliance has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000. (b) Except as set forth in Section 4.18(b) of Neither the Company Disclosure Letter, to the Knowledge of the Company, none of the Company or any of the Company Subsidiaries nor its Subsidiary has any liability Liability (and none of the Company, the Company Subsidiaries or its Subsidiary, and their respective predecessors and Affiliates has handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in any manner that, that could form the basis Basis for any present or future Proceedingaction, suit, proceeding, hearing, investigation, charge, complaint complaint, claim, or demand against either the Company or any Company its Subsidiary giving rise to any liabilityLiability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or other individual, or for any reason under any Environmental, Health, and Safety Law. (c) All properties and equipment used in the business of the Company, the Company Subsidiaries its Subsidiary, and their respective predecessors and Affiliates are and have been free from any Hazardous Substanceof asbestos, except to the extent that the failure to be free from any Hazardous Substance has not resultedPCB's, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, and would not reasonably be expected to result, individually or in the aggregate, in additional cost, expense or liability to the Company, Parent and their Affiliates of more than $100,000Extremely Hazardous Substances.